Common use of Acceleration of Maturity Clause in Contracts

Acceleration of Maturity. Unless otherwise described in the prospectus supplement relating to a particular offering, if an event of default has occurred and is continuing with respect to debt securities of a particular series (except, in the case of subordinated debt securities, defaults relating to bankruptcy events), the trustee or the holders of not less than 25% in principal amount of outstanding debt securities of that series may declare the principal amount of outstanding debt securities of that series due and payable immediately. Unless otherwise described in the prospectus supplement relating to a particular offering, at any time after a declaration of acceleration of maturity with respect to debt securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in principal amount of the outstanding debt securities of that series by written notice to us and the trustee, may rescind and annul the declaration and its consequences if: · we have paid or deposited with the trustee a sum sufficient to pay: o all overdue interest on all outstanding debt securities of that series and any related coupons, o all unpaid principal of and premium, if any, on any of the debt securities which has become due otherwise than by the declaration of acceleration, and interest on the unpaid principal at the rate or rates prescribed in the debt securities, o to the extent lawful, interest on overdue interest at the rate or rates prescribed in the debt securities, and o all sums paid or advanced by the trustee and the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel; and · all events of default with respect to debt securities of that series, other than the non-payment of amounts of principal, interest or any premium on the debt securities which have become due solely by the declaration of acceleration, have been cured or waived. No rescission will affect any subsequent default or impair any right consequent thereon. Waiver of Defaults Unless otherwise described in the prospectus supplement relating to a particular offering, the holders of not less than a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of the series and any related coupons, waive any past default under the applicable indenture with respect to the series and its consequences, except a default: · in the payment of the principal of or premium, if any, or interest on any debt security of the series or any related coupon, or · in respect of a covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding debt security of the series affected thereby. If an event of default with respect to debt securities of a particular series occurs and is continuing, the trustee will not be obligated to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the holders of debt securities of the series, unless the holders have offered to the trustee reasonable indemnity and security against the costs, expenses and liabilities that might be incurred by it in compliance with the request. The holders of a majority in principal amount of the outstanding debt securities of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the applicable indenture, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. The trustee may refuse to follow directions in conflict with law or the indenture that may expose the trustee to personal liability or may be unduly prejudicial to the other, non-directing holders. Additionally, the trustee may take any other action the trustee deems proper which is not inconsistent with the direction. Modification of Indenture We and the trustee may, without the consent of any holders of debt securities, enter into supplemental indentures for various purposes, including: · to evidence the succession of another entity to us and the assumption by the successor of our covenants and obligations under the debt securities and the indenture; · establishing the form or terms of any series of debt securities issued under the supplemental indentures; · adding to our covenants for the benefit of the holders or to surrender any of our rights or powers under the indenture; · adding additional events of default for the benefit of the holders; · to change or eliminate any provisions of the indenture provided that the change or elimination becomes effective only when there is no debt security outstanding entitled to the benefit of any changed or eliminated provision; · to secure the debt securities; · to cure any ambiguities or correct defective or inconsistent provisions of the indenture, provided that holders of debt securities are not materially affected by the change; · to evidence and provide for acceptance of a successor trustee; and · to comply with the requirements of the Trust Indenture Act. We and the trustee may, with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of all affected series acting as one class, execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying the rights of the holders of the debt securities of the series. Without the consent of the holders of all the outstanding debt securities affected thereby, no supplemental indenture may: · change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security; · reduce the principal amount of, the rate of interest on or any premium payable upon the redemption of, or change the manner of calculating the rate of interest on, any debt security; · reduce the amount of the principal of any original issue discount security that would be due and payable upon acceleration of the maturity of the debt security; · change the place of payment where, or the currency in which, principal or interest on any debt security is payable; -11- · impair the right to institute suit for enforcement of payments; · reduce the percentage in principal amount of the outstanding debt securities of any series, the holders of which must consent to a supplemental indenture or any waiver of compliance with various provisions of, or defaults and covenants under, the indenture; or · modify any of the provisions described in this section.

Acceleration of Maturity. Unless otherwise described If an Event of Default (other than by reason of an Event of Default specified in the prospectus supplement relating to a particular offering, if an event of default has occurred Section 401(vii) or 401(viii)) occurs and is continuing with respect to debt securities of a particular series (except, in the case of subordinated debt securities, defaults relating to bankruptcy events)continuing, the trustee Trustee by written notice to the Company, or the holders Holders of not less than at least 25% in principal amount of outstanding debt securities the Outstanding Securities, by written notice to the Company and the Trustee, may, and the Trustee at the request of that series may such Holders shall, by written notice to the Company, declare the principal amount (and premium, if any) and accrued and unpaid interest on all such then Outstanding Securities to be due and payable immediately; provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration shall be effective until the earlier of outstanding debt securities (i) two Business Days after delivery of that series written notice to the Company and the Representative under such Bank Indebtedness and (ii) the day on which any Bank Indebtedness is accelerated. Upon the effectiveness of such declaration, such principal (and premium, if any) and interest will be due and payable immediately. Unless otherwise described in In the prospectus supplement relating to a particular offering, at any time after event of a declaration of acceleration of maturity the Securities because an Event of Default described in clause (vi) under Section 401 has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (vi) shall be remedied or cured by the Company or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect to debt securities thereto and if (x) the annulment of the acceleration of the Securities would not conflict with any series has been made and before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in principal amount court of the outstanding debt securities competent jurisdiction and (y) all existing Events of that series by written notice to us and the trusteeDefault, may rescind and annul the declaration and its consequences if: · we have paid or deposited with the trustee a sum sufficient to pay: o all overdue interest on all outstanding debt securities of that series and any related coupons, o all unpaid principal of and premium, if any, on any of the debt securities which has become due otherwise than by the declaration of acceleration, and interest on the unpaid principal at the rate or rates prescribed in the debt securities, o to the extent lawful, interest on overdue interest at the rate or rates prescribed in the debt securities, and o all sums paid or advanced by the trustee and the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel; and · all events of default with respect to debt securities of that series, other than the non-payment of amounts except nonpayment of principal, interest or any premium on the debt securities which have become due solely by the declaration of acceleration, have been cured or waived. No rescission will affect any subsequent default or impair any right consequent thereon. Waiver of Defaults Unless otherwise described in the prospectus supplement relating to a particular offering, the holders of not less than a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of the series and any related coupons, waive any past default under the applicable indenture with respect to the series and its consequences, except a default: · in the payment of the principal of or premium, if any, or interest on any debt security the Securities that became due solely because of the series or any related coupon, or · in respect of a covenant or provision that cannot be modified or amended without the consent acceleration of the holder Securities, have been cured or waived. Notwithstanding the foregoing, in the case of each outstanding debt security an Event of the series affected thereby. If an event of default with respect to debt securities of a particular series Default specified in Section 401(vii) or 401(viii) occurs and is continuing, the trustee will not be obligated to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the holders of debt securities of the series, unless the holders have offered to the trustee reasonable indemnity and security against the costs, expenses and liabilities that might be incurred by it in compliance with the request. The holders of a majority in principal amount of the outstanding debt securities of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the applicable indenture, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. The trustee may refuse to follow directions in conflict with law or the indenture that may expose the trustee to personal liability or may be unduly prejudicial to the other, non-directing holders. Additionally, the trustee may take any other action the trustee deems proper which is not inconsistent with the direction. Modification of Indenture We and the trustee may, without the consent of any holders of debt securities, enter into supplemental indentures for various purposes, including: · to evidence the succession of another entity to us and the assumption by the successor of our covenants and obligations under the debt securities and the indenture; · establishing the form or terms of any series of debt securities issued under the supplemental indentures; · adding to our covenants for the benefit of the holders or to surrender any of our rights or powers under the indenture; · adding additional events of default for the benefit of the holders; · to change or eliminate any provisions of the indenture provided that the change or elimination becomes effective only when there is no debt security outstanding entitled to the benefit of any changed or eliminated provision; · to secure the debt securities; · to cure any ambiguities or correct defective or inconsistent provisions of the indenture, provided that holders of debt securities are not materially affected by the change; · to evidence and provide for acceptance of a successor trustee; and · to comply with the requirements of the Trust Indenture Act. We and the trustee may, with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of all affected series acting as one class, execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying the rights of the holders of the debt securities of the series. Without the consent of the holders of all the outstanding debt securities affected thereby, no supplemental indenture may: · change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security; · reduce then the principal amount of, the rate of interest on or any premium payable upon the redemption of, or change the manner of calculating the rate of and accrued and unpaid interest on, any debt security; · reduce all the amount of the principal of any original issue discount security that would Securities shall ipso facto become and be immediately due and payable upon acceleration without any declaration or other act on the part of the maturity Trustee or any Holder. This Section 402 shall be applicable with respect to the Securities in lieu of the debt security; · change the place first paragraph of payment where, or the currency in which, principal or interest on any debt security is payable; -11- · impair the right to institute suit for enforcement of payments; · reduce the percentage in principal amount Section 502 of the outstanding debt securities Original Indenture (which shall be of any series, no force and effect for the holders of which must consent to a supplemental indenture or any waiver of compliance with various provisions of, or defaults and covenants under, the indenture; or · modify any of the provisions described in this sectionSecurities).

Acceleration of Maturity. Unless otherwise If any one or more of the above-described in the prospectus supplement relating to a particular offering, if an event Events of default has occurred and is continuing Default shall happen with respect to debt securities Securities of a particular any series (exceptat the time Outstanding, then, and in each and every such case, during the case continuance of subordinated debt securities, defaults relating to bankruptcy events)any such Event of Default, the trustee Trustee or the holders Holders of not less than 25% or more in principal amount of outstanding debt securities the Securities of that such series then Outstanding may declare the principal amount of outstanding debt securities all the Securities of that such series then Outstanding, if not then due and payable, to be due and payable immediately. Unless otherwise described , by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration the same shall become and be immediately due and payable, anything in this Indenture or in the prospectus supplement relating Securities of such series contained to a particular offeringthe contrary notwithstanding. This provision, however, is subject to the condition that, if at any time after a declaration the principal of acceleration all the Securities of maturity such series shall have been so declared to be due and payable, all arrears of interest, if any, upon all the Securities of such series (with respect interest, to debt securities the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities of such series has been made which would not be due and before a judgment or decree payable were it not for such declaration) shall be paid by the Company, and every other Default under this Indenture, other than the non-payment of the money principal of Securities of that series which have become due has solely by such declaration of acceleration, shall have been obtained by made good to the trustee, reasonable satisfaction of the holders Trustee or of the Holders of a majority in principal amount of the outstanding debt securities Securities of that such series by written notice to us and the trusteethen Outstanding, may rescind and annul the declaration and its consequences if: · we have paid or deposited with the trustee a sum sufficient to pay: o all overdue interest on all outstanding debt securities of that series and any related coupons, o all unpaid principal of and premium, if any, on any of the debt securities which has become due otherwise than provision deemed by the declaration of acceleration, and interest on the unpaid principal at the rate Trustee or rates prescribed in the debt securities, o by such Holders to the extent lawful, interest on overdue interest at the rate or rates prescribed in the debt securities, and o all sums paid or advanced by the trustee and the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel; and · all events of default with respect to debt securities of that series, other than the non-payment of amounts of principal, interest or any premium on the debt securities which have become due solely by the declaration of acceleration, be adequate therefor shall have been cured or waived. No rescission will affect any subsequent default or impair any right consequent thereon. Waiver of Defaults Unless otherwise described made, then and in every such case the prospectus supplement relating to a particular offering, the holders of not less than a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of the series and any related coupons, waive any past default under the applicable indenture with respect to the series and its consequences, except a default: · in the payment of the principal of or premium, if any, or interest on any debt security of the series or any related coupon, or · in respect of a covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding debt security of the series affected thereby. If an event of default with respect to debt securities of a particular series occurs and is continuing, the trustee will not be obligated to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the holders of debt securities of the series, unless the holders have offered to the trustee reasonable indemnity and security against the costs, expenses and liabilities that might be incurred by it in compliance with the request. The holders Holders of a majority in principal amount of the outstanding debt securities Securities of any such series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the applicable indenture, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. The trustee may refuse to follow directions in conflict with law or the indenture that may expose the trustee to personal liability or may be unduly prejudicial to the other, non-directing holders. Additionally, the trustee may take any other action the trustee deems proper which is not inconsistent with the direction. Modification of Indenture We and the trustee then Outstanding may, without the consent of any holders of debt securities, enter into supplemental indentures for various purposes, including: · to evidence the succession of another entity to us and the assumption by the successor of our covenants and obligations under the debt securities and the indenture; · establishing the form or terms of any series of debt securities issued under the supplemental indentures; · adding to our covenants for the benefit on behalf of the holders or to surrender any of our rights or powers under the indenture; · adding additional events of default for the benefit of the holders; · to change or eliminate any provisions of the indenture provided that the change or elimination becomes effective only when there is no debt security outstanding entitled to the benefit of any changed or eliminated provision; · to secure the debt securities; · to cure any ambiguities or correct defective or inconsistent provisions of the indenture, provided that holders of debt securities are not materially affected by the change; · to evidence and provide for acceptance of a successor trustee; and · to comply with the requirements of the Trust Indenture Act. We and the trustee may, with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of all affected series acting as one class, execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying the rights of the holders of the debt securities of the series. Without the consent of the holders Holders of all the outstanding debt securities affected therebySecurities of such series, no supplemental indenture may: · change waive the stated maturity Event of the principal of, or any installment Default by reason of principal of or interest on, any debt security; · reduce the principal amount of, the rate of interest on or any premium payable upon the redemption of, or change the manner of calculating the rate of interest on, any debt security; · reduce the amount of which the principal of any original issue discount security that would the Securities of such series shall have been so declared to be due and payable upon acceleration and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of the maturity of the debt security; · change the place of payment where, or the currency in which, principal or interest on any debt security is payable; -11- · impair the right to institute suit for enforcement of payments; · reduce the percentage in principal amount of the outstanding debt securities Securities of any series, series pursuant to this Section 5.2 shall be by written notice to the holders of which must consent to a supplemental indenture or any waiver of compliance with various provisions of, or defaults Company and covenants under, the indenture; or · modify any of the provisions described in this sectionTrustee.

Acceleration of Maturity. Unless otherwise described If an Event of Default (other than an Event of Default specified in the prospectus supplement relating to a particular offering, if an event of default has occurred Section 6.01(a)(8) and (9)) under Section 6.01 occurs and is continuing with respect to debt securities of a particular series (exceptcontinuing, then and in every such case the case of subordinated debt securities, defaults relating to bankruptcy events), the trustee Trustee or the holders Holders of not less than 25% in principal amount of outstanding debt securities of that series may declare the principal amount of outstanding debt securities of that series due and payable immediately. Unless otherwise described in the prospectus supplement relating to a particular offering, at any time after a declaration of acceleration of maturity with respect to debt securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in aggregate principal amount of the outstanding debt securities of that series by written notice to us and Notes may declare the trustee, may rescind and annul the declaration and its consequences if: · we have paid or deposited with the trustee a sum sufficient to pay: o all overdue interest on all outstanding debt securities of that series and any related coupons, o all unpaid principal of and of, premium, if any, and accrued and unpaid interest on, all the Notes then outstanding to be due and payable, by a notice in writing to the Issuer (and to the Trustee, if given by Holders) specifying the respective Event of Default and upon any such declaration such principal, premium, if any, and accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified in Section 6.01(a)(8) or (9) occurs, all unpaid principal of, and accrued interest on, the Notes then outstanding will become due and payable immediately, without any declaration or other act on any the part of the debt securities which has Trustee or any Holder. If any Event of Default occurs by reason of any willful action or inaction taken or not taken by or on behalf of the Issuer with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to the optional redemption provisions of Section 3.06 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due otherwise than by the declaration of accelerationand payable, and interest on the unpaid principal at the rate or rates prescribed in the debt securities, o to the extent lawfulpermitted by law, interest on overdue interest at the rate anything in this Indenture or rates prescribed in the debt securitiesNotes to the contrary notwithstanding. If an Event of Default occurs during any time that the Notes are outstanding, and o all sums paid by reason of any willful action or advanced inaction taken or not taken by the trustee and the reasonable compensation, expenses, disbursements and advances or on behalf of the trusteeIssuer with the intention of avoiding the prohibition on redemption of the Notes, its agents and counsel; and · all events of default with respect to debt securities of that series, other than the non-payment of amounts of principal, interest or any premium on the debt securities which have become due solely by the declaration of acceleration, have been cured or waived. No rescission will affect any subsequent default or impair any right consequent thereon. Waiver of Defaults Unless otherwise described in the prospectus supplement relating to a particular offeringthen, the holders premium specified in this Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of not less than the Notes. The Holders of a majority in aggregate principal amount of then outstanding Notes, by written notice to the outstanding debt securities of any series Trustee may, on behalf of the holders Holders of all the debt securities Notes, rescind and annul a declaration of the series acceleration and any related coupons, its consequences or waive any past default under the applicable indenture with respect to the series existing Default or Event of Default and its consequences, consequences under this Indenture except a default: · continuing Default or Event of Default in the payment of the principal of interest or premium, if anyany on, or interest on any debt security of the series or any related coupon, or · in respect of a covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding debt security of the series affected thereby. If an event of default with respect to debt securities of a particular series occurs and is continuing, the trustee will not be obligated to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the holders of debt securities of the series, unless the holders have offered to the trustee reasonable indemnity and security against the costs, expenses and liabilities that might be incurred by it in compliance with the request. The holders of a majority in principal amount of the outstanding debt securities of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the applicable indenture, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. The trustee may refuse to follow directions in conflict with law or the indenture that may expose the trustee to personal liability or may be unduly prejudicial to the other, non-directing holders. Additionally, the trustee may take any other action the trustee deems proper which is not inconsistent with the direction. Modification of Indenture We and the trustee may, without the consent of any holders of debt securities, enter into supplemental indentures for various purposes, including: · to evidence the succession of another entity to us and the assumption by the successor of our covenants and obligations under the debt securities and the indenture; · establishing the form or terms of any series of debt securities issued under the supplemental indentures; · adding to our covenants for the benefit of the holders or to surrender any of our rights or powers under the indenture; · adding additional events of default for the benefit of the holders; · to change or eliminate any provisions of the indenture provided that the change or elimination becomes effective only when there is no debt security outstanding entitled to the benefit of any changed or eliminated provision; · to secure the debt securities; · to cure any ambiguities or correct defective or inconsistent provisions of the indenture, provided that holders of debt securities are not materially affected by the change; · to evidence and provide for acceptance of a successor trustee; and · to comply with the requirements of the Trust Indenture Act. We and the trustee may, with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of all affected series acting as one class, execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying the rights of the holders of the debt securities of the series. Without the consent of the holders of all the outstanding debt securities affected thereby, no supplemental indenture may: · change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security; · reduce the principal amount of, the rate of interest on or any premium payable upon the redemption of, or change the manner of calculating the rate of interest on, any debt security; · reduce the amount of the principal of any original issue discount security that would be due and payable upon acceleration of the maturity of the debt security; · change the place of payment where, or the currency in which, principal or interest on any debt security is payable; -11- · impair the right to institute suit for enforcement of payments; · reduce the percentage in principal amount of the outstanding debt securities of any series, the holders of which must consent to a supplemental indenture or any waiver of compliance with various provisions of, or defaults and covenants under, the indenture; or · modify any of the provisions described in this sectionNotes.

Acceleration of Maturity. Unless otherwise described If an Event of Default (other than an Event of Default specified in the prospectus supplement relating to a particular offering, if an event of default has occurred and is continuing Section 6.01(a)(8) or (9) with respect to debt securities of a particular series (exceptthe Issuer) occurs and is continuing, then and in every such case the case of subordinated debt securities, defaults relating to bankruptcy events), the trustee Trustee or the holders Holders of not less than 25% in principal amount of outstanding debt securities of that series may declare the principal amount of outstanding debt securities of that series due and payable immediately. Unless otherwise described in the prospectus supplement relating to a particular offering, at any time after a declaration of acceleration of maturity with respect to debt securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in aggregate principal amount of the outstanding debt securities of that series by written notice to us and Outstanding Notes may declare the trustee, may rescind and annul the declaration and its consequences if: · we have paid or deposited with the trustee a sum sufficient to pay: o all overdue interest on all outstanding debt securities of that series and any related coupons, o all unpaid principal of and of, premium, if any, and accrued and unpaid interest on, all the Notes then outstanding to be due and payable, by a notice in writing to the Issuer (and to the Trustee, if given by Holders) specifying the respective Event of Default and upon any such declaration such principal, premium, if any, and accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified in Section 6.01(a)(8) or (9) occurs with respect to the Issuer, all unpaid principal of, and accrued interest on, the Notes then outstanding will become due and payable immediately, without any declaration or other act on any the part of the debt securities which has Trustee or any Holder. If any Event of Default occurs by reason of any willful action or inaction taken or not taken by or on behalf of the Issuer with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to the optional redemption provisions of Section 3.06 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due otherwise than by the declaration of accelerationand payable, and interest on the unpaid principal at the rate or rates prescribed in the debt securities, o to the extent lawfulpermitted by law, interest on overdue interest at the rate anything in this Indenture or rates prescribed in the debt securitiesNotes to the contrary notwithstanding. If an Event of Default occurs during any time that the Notes are outstanding, and o all sums paid by reason of any willful action or advanced inaction taken or not taken by the trustee and the reasonable compensation, expenses, disbursements and advances or on behalf of the trusteeIssuer with the intention of avoiding the prohibition on redemption of the Notes, its agents and counsel; and · all events of default with respect to debt securities of that series, other than the non-payment of amounts of principal, interest or any premium on the debt securities which have become due solely by the declaration of acceleration, have been cured or waived. No rescission will affect any subsequent default or impair any right consequent thereon. Waiver of Defaults Unless otherwise described in the prospectus supplement relating to a particular offeringthen, the holders premium specified in this Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of not less than the Notes. The Holders of a majority in aggregate principal amount of then outstanding Notes, by written notice to the outstanding debt securities of any series Trustee may, on behalf of the holders Holders of all the debt securities of the series Notes, rescind and any related coupons, annul a declaration of acceleration and its consequences or waive any past default under the applicable indenture with respect to the series existing Default or Event of Default and its consequences, consequences under this Indenture as to such Notes except a default: · continuing Default or Event of Default in the payment of the principal of interest or premium, if any, or interest on any debt security of the series or any related couponon, or · in respect of a covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding debt security of the series affected thereby. If an event of default with respect to debt securities of a particular series occurs and is continuing, the trustee will not be obligated to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the holders of debt securities of the series, unless the holders have offered to the trustee reasonable indemnity and security against the costs, expenses and liabilities that might be incurred by it in compliance with the request. The holders of a majority in principal amount of the outstanding debt securities of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the applicable indenture, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. The trustee may refuse to follow directions in conflict with law or the indenture that may expose the trustee to personal liability or may be unduly prejudicial to the other, non-directing holders. Additionally, the trustee may take any other action the trustee deems proper which is not inconsistent with the direction. Modification of Indenture We and the trustee may, without the consent of any holders of debt securities, enter into supplemental indentures for various purposes, including: · to evidence the succession of another entity to us and the assumption by the successor of our covenants and obligations under the debt securities and the indenture; · establishing the form or terms of any series of debt securities issued under the supplemental indentures; · adding to our covenants for the benefit of the holders or to surrender any of our rights or powers under the indenture; · adding additional events of default for the benefit of the holders; · to change or eliminate any provisions of the indenture provided that the change or elimination becomes effective only when there is no debt security outstanding entitled to the benefit of any changed or eliminated provision; · to secure the debt securities; · to cure any ambiguities or correct defective or inconsistent provisions of the indenture, provided that holders of debt securities are not materially affected by the change; · to evidence and provide for acceptance of a successor trustee; and · to comply with the requirements of the Trust Indenture Act. We and the trustee may, with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of all affected series acting as one class, execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying the rights of the holders of the debt securities of the series. Without the consent of the holders of all the outstanding debt securities affected thereby, no supplemental indenture may: · change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security; · reduce the principal amount of, the rate of interest on or any premium payable upon the redemption of, or change the manner of calculating the rate of interest on, any debt security; · reduce the amount of the principal of any original issue discount security that would be due and payable upon acceleration of the maturity of the debt security; · change the place of payment where, or the currency in which, principal or interest on any debt security is payable; -11- · impair the right to institute suit for enforcement of payments; · reduce the percentage in principal amount of the outstanding debt securities of any series, the holders of which must consent to a supplemental indenture or any waiver of compliance with various provisions of, or defaults and covenants under, the indenture; or · modify any of the provisions described in this sectionNotes.

Acceleration of Maturity. Unless otherwise described If an Event of Default (other than by reason of an Event of Default specified in the prospectus supplement relating to a particular offering, if an event of default has occurred Section 401(vi) or 401(vii)) occurs and is continuing with respect to debt securities of a particular series (except, in the case of subordinated debt securities, defaults relating to bankruptcy events)continuing, the trustee Trustee by written notice to the Company, or the holders Holders of not less than at least 25% in principal amount of outstanding debt securities the Outstanding Securities, by written notice to the Company and the Trustee, may, and the Trustee at the request of that series may such Holders by written notice to the Company shall, declare the principal amount of outstanding debt securities of that series and accrued and unpaid interest on all such then Outstanding Securities to be due and payable immediately. Unless otherwise described in In the prospectus supplement relating to a particular offering, at any time after event of a declaration of acceleration of maturity the Securities because an Event of Default described in clause (v) under Section 401 has occurred and is continuing, the declaration of acceleration of the Securities shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (v) shall be remedied or cured by the Company or Subsidiary or waived by the holders of the relevant indebtedness within 20 days after the declaration of acceleration with respect to debt securities thereto and if (x) the annulment of the acceleration of the Securities would not conflict with any series has been made and before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in court of competent jurisdiction and (y) all existing Events of Default, except nonpayment of principal amount of the outstanding debt securities of that series by written notice to us and the trustee, may rescind and annul the declaration and its consequences if: · we have paid or deposited with the trustee a sum sufficient to pay: o all overdue interest on all outstanding debt securities of that series and any related coupons, o all unpaid principal of and premium, if any, on any of the debt securities which has become due otherwise than by the declaration of acceleration, and interest on the unpaid principal at the rate or rates prescribed in the debt securities, o to the extent lawful, interest on overdue interest at the rate or rates prescribed in the debt securities, and o all sums paid or advanced by the trustee and the reasonable compensation, expenses, disbursements and advances Securities that became due solely because of the trustee, its agents and counsel; and · all events acceleration of default with respect to debt securities of that series, other than the non-payment of amounts of principal, interest or any premium on the debt securities which have become due solely by the declaration of accelerationSecurities, have been cured or waived. No rescission will affect any subsequent default or impair any right consequent thereon. Waiver of Defaults Unless otherwise described Notwithstanding the foregoing, in the prospectus supplement relating to a particular offering, the holders case of not less than a majority an Event of Default specified in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of the series and any related coupons, waive any past default under the applicable indenture with respect to the series and its consequences, except a default: · in the payment of the principal of Section 401(vi) or premium, if any, or interest on any debt security of the series or any related coupon, or · in respect of a covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding debt security of the series affected thereby. If an event of default with respect to debt securities of a particular series 401(vii) occurs and is continuing, the trustee will not be obligated to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the holders of debt securities of the series, unless the holders have offered to the trustee reasonable indemnity and security against the costs, expenses and liabilities that might be incurred by it in compliance with the request. The holders of a majority in principal amount of the outstanding debt securities of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the applicable indenture, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. The trustee may refuse to follow directions in conflict with law or the indenture that may expose the trustee to personal liability or may be unduly prejudicial to the other, non-directing holders. Additionally, the trustee may take any other action the trustee deems proper which is not inconsistent with the direction. Modification of Indenture We and the trustee may, without the consent of any holders of debt securities, enter into supplemental indentures for various purposes, including: · to evidence the succession of another entity to us and the assumption by the successor of our covenants and obligations under the debt securities and the indenture; · establishing the form or terms of any series of debt securities issued under the supplemental indentures; · adding to our covenants for the benefit of the holders or to surrender any of our rights or powers under the indenture; · adding additional events of default for the benefit of the holders; · to change or eliminate any provisions of the indenture provided that the change or elimination becomes effective only when there is no debt security outstanding entitled to the benefit of any changed or eliminated provision; · to secure the debt securities; · to cure any ambiguities or correct defective or inconsistent provisions of the indenture, provided that holders of debt securities are not materially affected by the change; · to evidence and provide for acceptance of a successor trustee; and · to comply with the requirements of the Trust Indenture Act. We and the trustee may, with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of all affected series acting as one class, execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying the rights of the holders of the debt securities of the series. Without the consent of the holders of all the outstanding debt securities affected thereby, no supplemental indenture may: · change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security; · reduce then the principal amount of, the rate of interest on or any premium payable upon the redemption of, or change the manner of calculating the rate of and accrued and unpaid interest on, any debt security; · reduce all the amount of the principal of any original issue discount security that would Securities shall ipso facto become and be immediately due and payable upon acceleration without any declaration or other act on the part of the maturity Trustee or any Holder. This Section 402 shall be applicable with respect to the Securities in lieu of the debt security; · change the place first paragraph of payment where, or the currency in which, principal or interest on any debt security is payable; -11- · impair the right to institute suit for enforcement of payments; · reduce the percentage in principal amount Section 502 of the outstanding debt securities Original Indenture (which shall be of any series, no force and effect for the holders of which must consent to a supplemental indenture or any waiver of compliance with various provisions of, or defaults and covenants under, the indenture; or · modify any of the provisions described in this sectionSecurities).

Acceleration of Maturity. Unless otherwise described in the prospectus supplement relating to a particular offering, if an event If any one or more Event of default has occurred Default and is continuing Acceleration shall occur with respect to debt securities Securities of a particular any series (exceptat the time Outstanding, then, and in each and every such case, during the case continuance of subordinated debt securities, defaults relating to bankruptcy events)any such Event of Default and Acceleration, the trustee Trustee or the holders Holders of not less than 25% or more in principal amount of outstanding debt securities the Securities of that such series then Outstanding may declare the principal amount of outstanding debt securities all the Securities of that such series then Outstanding, if not then due and payable, to be due and payable immediately. Unless otherwise described , by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration the same shall become and be immediately due and payable, anything in this Indenture or in the prospectus supplement relating Securities of such series contained to a particular offeringthe contrary notwithstanding. This provision, however, is subject to the condition that, if at any time after a declaration the principal of acceleration all the Securities of maturity such series shall have been so declared to be due and payable, all arrears of interest, if any, upon all the Securities of such series (with respect interest, to debt securities the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 6.7 and all other sums payable under this Indenture (except the principal of the Securities of such series has been made which would not be due and before a judgment or decree payable were it not for such declaration) shall be paid by the Company, and every other Default under this Indenture, other than the non-payment of the money principal of Securities of that series which have become due has solely by such declaration of acceleration, shall have been obtained by made good to the trustee, reasonable satisfaction of the holders Trustee or of the Holders of a majority in principal amount of the outstanding debt securities Securities of that such series by written notice to us and the trusteethen Outstanding, may rescind and annul the declaration and its consequences if: · we have paid or deposited with the trustee a sum sufficient to pay: o all overdue interest on all outstanding debt securities of that series and any related coupons, o all unpaid principal of and premium, if any, on any of the debt securities which has become due otherwise than provision deemed by the declaration of acceleration, and interest on the unpaid principal at the rate Trustee or rates prescribed in the debt securities, o by such Holders to the extent lawful, interest on overdue interest at the rate or rates prescribed in the debt securities, and o all sums paid or advanced by the trustee and the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel; and · all events of default with respect to debt securities of that series, other than the non-payment of amounts of principal, interest or any premium on the debt securities which have become due solely by the declaration of acceleration, be adequate therefor shall have been cured or waived. No rescission will affect any subsequent default or impair any right consequent thereon. Waiver of Defaults Unless otherwise described made, then and in every such case the prospectus supplement relating to a particular offering, the holders of not less than a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of the series and any related coupons, waive any past default under the applicable indenture with respect to the series and its consequences, except a default: · in the payment of the principal of or premium, if any, or interest on any debt security of the series or any related coupon, or · in respect of a covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding debt security of the series affected thereby. If an event of default with respect to debt securities of a particular series occurs and is continuing, the trustee will not be obligated to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the holders of debt securities of the series, unless the holders have offered to the trustee reasonable indemnity and security against the costs, expenses and liabilities that might be incurred by it in compliance with the request. The holders Holders of a majority in principal amount of the outstanding debt securities Securities of any such series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the applicable indenture, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. The trustee may refuse to follow directions in conflict with law or the indenture that may expose the trustee to personal liability or may be unduly prejudicial to the other, non-directing holders. Additionally, the trustee may take any other action the trustee deems proper which is not inconsistent with the direction. Modification of Indenture We and the trustee then Outstanding may, without the consent of any holders of debt securities, enter into supplemental indentures for various purposes, including: · to evidence the succession of another entity to us and the assumption by the successor of our covenants and obligations under the debt securities and the indenture; · establishing the form or terms of any series of debt securities issued under the supplemental indentures; · adding to our covenants for the benefit on behalf of the holders or to surrender any of our rights or powers under the indenture; · adding additional events of default for the benefit of the holders; · to change or eliminate any provisions of the indenture provided that the change or elimination becomes effective only when there is no debt security outstanding entitled to the benefit of any changed or eliminated provision; · to secure the debt securities; · to cure any ambiguities or correct defective or inconsistent provisions of the indenture, provided that holders of debt securities are not materially affected by the change; · to evidence and provide for acceptance of a successor trustee; and · to comply with the requirements of the Trust Indenture Act. We and the trustee may, with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of all affected series acting as one class, execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying the rights of the holders of the debt securities of the series. Without the consent of the holders Holders of all the outstanding debt securities affected therebySecurities of such series, no supplemental indenture may: · change waive the stated maturity Event of the principal of, or any installment Default and Acceleration by reason of principal of or interest on, any debt security; · reduce the principal amount of, the rate of interest on or any premium payable upon the redemption of, or change the manner of calculating the rate of interest on, any debt security; · reduce the amount of which the principal of any original issue discount security that would the Securities of such series shall have been so declared to be due and payable upon acceleration and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the Trustee pursuant to this Section 5.2 shall be by written notice to the Company, and any declaration or waiver by the Holders of the maturity of the debt security; · change the place of payment where, or the currency in which, principal or interest on any debt security is payable; -11- · impair the right to institute suit for enforcement of payments; · reduce the percentage in principal amount of the outstanding debt securities Securities of any series, series pursuant to this Section 5.2 shall be by written notice to the holders of which must consent to a supplemental indenture or any waiver of compliance with various provisions of, or defaults Company and covenants under, the indenture; or · modify any of the provisions described in this sectionTrustee.

Acceleration of Maturity. Unless otherwise If an Event of Default described in the prospectus supplement relating to a particular offeringclause (a), if an event (b) or (c) of default has Section 5.01 shall have occurred and is be continuing with respect to debt securities the Securities of a particular any series, then, and in each and every such case, unless the principal of all of the Securities of such series (except, in the case of subordinated debt securities, defaults relating to bankruptcy events)shall have already become due and payable, the trustee or Trustee may in its discretion and shall upon requisition in writing made by the holders Holders of not less than 25% in principal amount of outstanding debt securities of that series may declare the principal amount of outstanding debt securities of that series due and payable immediately. Unless otherwise described in the prospectus supplement relating to a particular offering, at any time after a declaration of acceleration of maturity with respect to debt securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in aggregate principal amount of the outstanding debt securities Securities of such series then Outstanding, by notice in writing to the Corporation, declare the entire principal (or, if any of the Securities of that series by written notice to us and are Original Issue Discount Securities, the trustee, may rescind and annul specified portion of the declaration and its consequences if: · we have paid or deposited with the trustee a sum sufficient to pay: o all overdue interest on all outstanding debt securities principal) of that series and any related coupons, o all unpaid principal of (and premium, if any, on) all the Securities of such series then Outstanding and the interest accrued thereon and all other money owing under the provisions of the Indenture in respect of such Securities to be due and payable to the Trustee on demand and upon any such demand the same shall forthwith become immediately due and payable to the Trustee. If an Event of Default described in clause (d) or (i) of Section 5.01 shall have occurred and be continuing with respect to the Securities of one or more series, then, and in each and every such case, unless the principal of all of the Securities of such affected series shall have already become due and payable, the Trustee may in its discretion and shall upon requisition in writing made by the Holders of not less than 25% in aggregate principal amount of the Securities of all such affected series then Outstanding (as one class), by notice in writing to the Corporation, declare the entire principal (or, if any of the debt securities which has Securities of that series are Original Issue Discount Securities, the specified portion of the principal) of (and premium, if any, on) all the Securities of all such affected series then Outstanding and the interest accrued thereon and all other money owing under the provisions of the Indenture in respect of such Securities to be due and payable to the Trustee on demand, and upon any such demand the same shall forthwith become immediately due and payable. If an Event of Default described in clause (e), (f), (g), (g.1) or (h) of Section 5.01 shall have occurred and be continuing, then, and in each and every such case, unless the principal of all Securities shall have already become due otherwise than and payable, the Trustee may in its discretion and shall upon requisition in writing made by the declaration Holders of accelerationnot less than 25% in aggregate principal amount of all the Securities then Outstanding (as one class), by notice in writing to the Corporation, declare the entire principal (or, if any of the Securities of that series are Original Issue Discount Securities, the specified portion of the principal) of (and premium, if any, on) all the Securities then Outstanding and the interest accrued thereon and all other money owing under the provisions of the Indenture in respect of such Securities to be due and payable to the Trustee on demand, and upon any such demand the same shall forthwith become immediately due and payable. The Corporation shall, upon demand of the Trustee, forthwith pay to the Trustee, for the benefit of the Holders of the Securities of each such series, the whole amount then due and payable on such Securities, including all Coupons appertaining thereto, for the principal (or, if any of the Securities of that series are Original Issue Discount Securities, the specified portion of the principal) of (and premium, if any) and interest accrued to the date of such payment on all such Securities of such series and all other money owing under the unpaid provisions of the Indenture in respect of such Securities, together with interest from the date of such demand to the date of such payment upon overdue principal at the rate or rates prescribed in the debt securitiesand premium and, o to the extent lawfulthat payment of such interest shall be enforceable under applicable law, interest on overdue instalments of interest and on such other money at the same rate as the rate of interest (or rates prescribed Yield to Maturity, in the debt securitiescase of Original Issue Discount Securities) specified in the Securities of such series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and o all sums paid or advanced by the trustee and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the trusteeTrustee, its agents and counsel; and · all events Counsel, except as a result of default with respect to debt securities of that series, other than the non-payment of amounts of principal, interest negligence or any premium on the debt securities which have become due solely bad faith. Until such demand shall be made by the declaration of acceleration, have been cured or waived. No rescission will affect any subsequent default or impair any right consequent thereon. Waiver of Defaults Unless otherwise described in the prospectus supplement relating to a particular offeringTrustee, the holders of not less than a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of the series and any related coupons, waive any past default under the applicable indenture with respect to the series and its consequences, except a default: · in the payment of Corporation shall pay the principal of or (and premium, if any, or ) and interest on the Securities of such series to the Holders in accordance with the terms hereof and thereof, whether or not payment of any debt security of the series or any related coupon, or · amount in respect of a covenant or provision that cannot such Securities of such series shall be modified or amended without the consent of the holder of each outstanding debt security of the series affected therebyoverdue. If an event Event of default with respect Default shall have occurred and be continuing the Trustee shall, within 30 days after it becomes aware of the occurrence of such Event of Default, give notice of such Event of Default to debt securities the Holders of a particular the Securities of all series occurs then Outstanding affected thereby in the manner provided in Section 1.07, provided that, notwithstanding the foregoing, except in the case of Events of Default described in clauses (a) and is continuing(b) of Section 5.01, the trustee will Trustee shall not be obligated required to exercise any give such notice if the Trustee in good faith shall have decided that the withholding of its rights or powers under such notice is in the applicable indenture at the request or direction of any best interests of the holders of debt securities Holders of the series, unless Securities of all series then Outstanding affected thereby and shall have so advised the holders have offered Corporation in writing. Where a notice of the occurrence of an Event of Default has been given to the trustee reasonable indemnity and security against the costs, expenses and liabilities that might be incurred by it in compliance with the request. The holders Holders of a majority in principal amount of the outstanding debt securities of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available such Securities pursuant to the trustee under preceding sentence and the applicable indentureEvent of Default is thereafter cured, or exercising any trust or power conferred on the trustee with respect Trustee shall give notice that the Event of Default is no longer continuing to the debt securities Holders of that series. The trustee may refuse to follow directions in conflict with law or the indenture that may expose the trustee to personal liability or may be unduly prejudicial to the other, non-directing holders. Additionally, the trustee may take any other action the trustee deems proper which is not inconsistent with the direction. Modification of Indenture We and the trustee may, without the consent of any holders of debt securities, enter into supplemental indentures for various purposes, including: · to evidence the succession of another entity to us and the assumption by the successor of our covenants and obligations under the debt securities and the indenture; · establishing the form or terms of any series of debt securities issued under the supplemental indentures; · adding to our covenants for the benefit of the holders or to surrender any of our rights or powers under the indenture; · adding additional events of default for the benefit of the holders; · to change or eliminate any provisions of the indenture provided such Securities within 30 days after it becomes aware that the change or elimination becomes effective only when there is no debt security outstanding entitled to the benefit Event of any changed or eliminated provision; · to secure the debt securities; · to cure any ambiguities or correct defective or inconsistent provisions of the indenture, provided that holders of debt securities are not materially affected by the change; · to evidence and provide for acceptance of a successor trustee; and · to comply with the requirements of the Trust Indenture Act. We and the trustee may, with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of all affected series acting as one class, execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying the rights of the holders of the debt securities of the series. Without the consent of the holders of all the outstanding debt securities affected thereby, no supplemental indenture may: · change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security; · reduce the principal amount of, the rate of interest on or any premium payable upon the redemption of, or change the manner of calculating the rate of interest on, any debt security; · reduce the amount of the principal of any original issue discount security that would be due and payable upon acceleration of the maturity of the debt security; · change the place of payment where, or the currency in which, principal or interest on any debt security is payable; -11- · impair the right to institute suit for enforcement of payments; · reduce the percentage in principal amount of the outstanding debt securities of any series, the holders of which must consent to a supplemental indenture or any waiver of compliance with various provisions of, or defaults and covenants under, the indenture; or · modify any of the provisions described in this sectionDefault has been cured.

Acceleration of Maturity. Unless otherwise described If an Event of Default (other than an Event of Default specified in the prospectus supplement relating to a particular offeringSection 6.01(a)(5), if an event of default has occurred (a)(6) and (a)(7)) under Section 6.01 occurs and is continuing with respect to debt securities of a particular series (exceptcontinuing, then and in every such case the case of subordinated debt securities, defaults relating to bankruptcy events), the trustee Trustee or the holders Holders of not less than 25% in principal amount of outstanding debt securities of that series may declare the principal amount of outstanding debt securities of that series due and payable immediately. Unless otherwise described in the prospectus supplement relating to a particular offering, at any time after a declaration of acceleration of maturity with respect to debt securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in aggregate principal amount of the outstanding debt securities Notes may declare the unpaid principal of, premium, if any, and accrued and unpaid interest on, all the Notes then outstanding to be due and payable, by a notice in writing to the Issuer (and to the Trustee, if given by Holders) specifying the respective Event of Default and upon any such declaration such principal, premium, if any, and accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified in Section 6.01(a)(5), (6) or (7) occurs, all unpaid principal of, and accrued interest on, the Notes then outstanding will become due and payable immediately, without any declaration or other act on the part of the Trustee or any Holder. If any Event of Default occurs by reason of any willful action or inaction taken or not taken by or on behalf of the Issuer with the intention of avoiding payment of the premium that series the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to the optional redemption provisions of Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by written notice law, anything in this Indenture or in the Notes to us the contrary notwithstanding. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action or inaction taken or not taken by or on behalf of the Issuer with the intention of avoiding the prohibition on redemption of the Notes, then, the premium specified in this Indenture shall also become immediately due and payable to the trusteeextent permitted by law upon the acceleration of the Notes. If (i) (A) the Issuer, may rescind and annul the declaration and its consequences if: · we have Parent Guarantor or any or any Subsidiary Guarantor has paid or deposited with the trustee such Trustee (or Paying Agent, as appropriate) a sum sufficient to pay: o pay (1) all overdue installments of interest on all outstanding debt securities of that series and any related couponsthe Notes, o all unpaid (2) the principal of of, and premium, if any, on any of the debt securities which has Notes that have become due otherwise than by the such declaration of acceleration, acceleration and interest on the unpaid principal thereon at the rate or rates prescribed therefor in the debt securitiesNotes, o (3) to the extent that payment of such interest is lawful, interest on overdue the defaulted interest at the rate or rates prescribed therefor in the debt securitiesNotes, and o (4) all sums money paid or advanced by the trustee Trustee thereunder and the reasonable compensation, expenses, disbursements and advances of the trusteeTrustee, its agents and counsel; and · (B) all events Events of default with respect to debt securities of that seriesDefault, other than the non-payment nonpayment of amounts the principal of principal, interest or any premium on the debt securities which Notes that have become due solely by the such declaration of acceleration, have been cured or waivedwaived as provided in this Indenture; and (C) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) the Holders of a majority in aggregate principal amount of then outstanding Notes give written notice to the Issuer, the Parent Guarantor, the Subsidiary Guarantors and the Trustee of their desire to rescind and annul a declaration of acceleration and its consequences, then such declaration of acceleration shall be deemed rescinded and annulled. No such rescission will affect any subsequent default Event of Default or impair any right consequent thereon. Waiver of Defaults Unless otherwise described in the prospectus supplement relating to a particular offering, the holders of not less than a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of the series and any related coupons, waive any past default under the applicable indenture with respect to the series and its consequences, except a default: · in the payment of the principal of or premium, if any, or interest on any debt security of the series or any related coupon, or · in respect of a covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding debt security of the series affected thereby. If an event of default with respect to debt securities of a particular series occurs and is continuing, the trustee will not be obligated to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the holders of debt securities of the series, unless the holders have offered to the trustee reasonable indemnity and security against the costs, expenses and liabilities that might be incurred by it in compliance with the request. The holders of a majority in principal amount of the outstanding debt securities of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the applicable indenture, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. The trustee may refuse to follow directions in conflict with law or the indenture that may expose the trustee to personal liability or may be unduly prejudicial to the other, non-directing holders. Additionally, the trustee may take any other action the trustee deems proper which is not inconsistent with the direction. Modification of Indenture We and the trustee may, without the consent of any holders of debt securities, enter into supplemental indentures for various purposes, including: · to evidence the succession of another entity to us and the assumption by the successor of our covenants and obligations under the debt securities and the indenture; · establishing the form or terms of any series of debt securities issued under the supplemental indentures; · adding to our covenants for the benefit of the holders or to surrender any of our rights or powers under the indenture; · adding additional events of default for the benefit of the holders; · to change or eliminate any provisions of the indenture provided that the change or elimination becomes effective only when there is no debt security outstanding entitled to the benefit of any changed or eliminated provision; · to secure the debt securities; · to cure any ambiguities or correct defective or inconsistent provisions of the indenture, provided that holders of debt securities are not materially affected by the change; · to evidence and provide for acceptance of a successor trustee; and · to comply with the requirements of the Trust Indenture Act. We and the trustee may, with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of all affected series acting as one class, execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying the rights of the holders of the debt securities of the series. Without the consent of the holders of all the outstanding debt securities affected thereby, no supplemental indenture may: · change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security; · reduce the principal amount of, the rate of interest on or any premium payable upon the redemption of, or change the manner of calculating the rate of interest on, any debt security; · reduce the amount of the principal of any original issue discount security that would be due and payable upon acceleration of the maturity of the debt security; · change the place of payment where, or the currency in which, principal or interest on any debt security is payable; -11- · impair the right to institute suit for enforcement of payments; · reduce the percentage in principal amount of the outstanding debt securities of any series, the holders of which must consent to a supplemental indenture or any waiver of compliance with various provisions of, or defaults and covenants under, the indenture; or · modify any of the provisions described in this section.

Acceleration of Maturity. Unless otherwise described If an Event of Default (other than an Event of Default specified in the prospectus supplement relating to a particular offering, if an event of default has occurred and is continuing Section 4.01(5) or Section 4.01(6) with respect to debt securities of a particular series (exceptthe Company) occurs and is continuing, then and in every such case the case of subordinated debt securities, defaults relating to bankruptcy events), the trustee Trustee or the holders Holders of not less than 2551% in principal amount of outstanding debt securities of that series the Outstanding Securities may declare the principal amount of outstanding debt securities of that series all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof shall become immediately due and payable. Unless otherwise described If an Event of Default specified in Section 4.01(5) or Section 4.01(6) with respect to the prospectus supplement relating Company occurs, the principal of all of the Securities shall become immediately due and payable without any declaration or other Act of the Holders or any act on the part of the Trustee. This Section 4.02, however, is subject to a particular offeringthe conditions that if, at any time after a declaration the principal of acceleration of maturity with respect to debt securities of any series has the Securities shall have been made so declared due and payable, and before a any judgment or decree for the payment of the money monies due has shall have been obtained by the trusteeor entered as hereinafter provided, the holders of a majority in principal amount of the outstanding debt securities of that series by written notice to us and the trustee, may rescind and annul the declaration and its consequences if: · we have paid Company shall pay or deposited shall deposit with the trustee Trustee (from the Escrow Account or otherwise) a sum sufficient to pay: o all overdue interest on all outstanding debt securities of that series and any related coupons, o all unpaid the principal of any and premium, if any, on any of the debt securities which has all Securities that shall have become due otherwise than by and the declaration of accelerationamounts due to the Trustee pursuant to Section 5.05, and interest on the unpaid principal at the rate if (1) rescission would not conflict with any judgment or rates prescribed in the debt securities, o to the extent lawful, interest on overdue interest at the rate or rates prescribed in the debt securities, decree of a court of competent jurisdiction and o (2) any and all sums paid or advanced by the trustee and the reasonable compensation, expenses, disbursements and advances Events of the trustee, its agents and counsel; and · all events of default Defaults under this Indenture with respect to debt securities of that seriessuch Securities, other than the non-payment nonpayment of amounts principal of principal, interest or any premium on the debt securities which such Securities that shall have become due solely by the declaration of accelerationsuch acceleration or failure to deliver amounts due upon conversion, shall have been cured or waivedwaived pursuant to Section 4.13, then and in every such case the Holders of a majority in aggregate principal amount of the Outstanding Securities, by written notice to the Company and to the Trustee, may waive all Defaults or Events of Default with respect to the Securities and rescind and annul such declaration and its consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. The Company shall notify the Trustee in writing, promptly upon becoming aware thereof, of any Event of Default by delivering to the Trustee a statement specifying such Event of Default and any action the Company has taken, is taking or proposes to take with respect thereto. No rescission will or annulment referred to above shall affect any subsequent default Default or impair any right consequent thereon. Waiver of Defaults Unless otherwise described in the prospectus supplement relating to a particular offering, the holders of not less than a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of the series and any related coupons, waive any past default under the applicable indenture with respect to the series and its consequences, except a default: · in the payment of the principal of or premium, if any, or interest on any debt security of the series or any related coupon, or · in respect of a covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding debt security of the series affected thereby. If an event of default with respect to debt securities of a particular series occurs and is continuing, the trustee will not be obligated to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the holders of debt securities of the series, unless the holders have offered to the trustee reasonable indemnity and security against the costs, expenses and liabilities that might be incurred by it in compliance with the request. The holders of a majority in principal amount of the outstanding debt securities of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the applicable indenture, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. The trustee may refuse to follow directions in conflict with law or the indenture that may expose the trustee to personal liability or may be unduly prejudicial to the other, non-directing holders. Additionally, the trustee may take any other action the trustee deems proper which is not inconsistent with the direction. Modification of Indenture We and the trustee may, without the consent of any holders of debt securities, enter into supplemental indentures for various purposes, including: · to evidence the succession of another entity to us and the assumption by the successor of our covenants and obligations under the debt securities and the indenture; · establishing the form or terms of any series of debt securities issued under the supplemental indentures; · adding to our covenants for the benefit of the holders or to surrender any of our rights or powers under the indenture; · adding additional events of default for the benefit of the holders; · to change or eliminate any provisions of the indenture provided that the change or elimination becomes effective only when there is no debt security outstanding entitled to the benefit of any changed or eliminated provision; · to secure the debt securities; · to cure any ambiguities or correct defective or inconsistent provisions of the indenture, provided that holders of debt securities are not materially affected by the change; · to evidence and provide for acceptance of a successor trustee; and · to comply with the requirements of the Trust Indenture Act. We and the trustee may, with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of all affected series acting as one class, execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying the rights of the holders of the debt securities of the series. Without the consent of the holders of all the outstanding debt securities affected thereby, no supplemental indenture may: · change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security; · reduce the principal amount of, the rate of interest on or any premium payable upon the redemption of, or change the manner of calculating the rate of interest on, any debt security; · reduce the amount of the principal of any original issue discount security that would be due and payable upon acceleration of the maturity of the debt security; · change the place of payment where, or the currency in which, principal or interest on any debt security is payable; -11- · impair the right to institute suit for enforcement of payments; · reduce the percentage in principal amount of the outstanding debt securities of any series, the holders of which must consent to a supplemental indenture or any waiver of compliance with various provisions of, or defaults and covenants under, the indenture; or · modify any of the provisions described in this section.

Acceleration of Maturity. Unless otherwise described in Upon the prospectus supplement relating to a particular offering, if an happening and continuance of any event of default has occurred and is continuing with respect to debt securities of a particular series specified in Section 11.01 (except, in the case of subordinated debt securities, defaults relating to bankruptcy eventsa), (b), (f), (g) or (h) hereof, then and in every such case the trustee or Trustee may, and, upon the holders of not less than 25% in principal amount of outstanding debt securities of that series may declare the principal amount of outstanding debt securities of that series due and payable immediately. Unless otherwise described in the prospectus supplement relating to a particular offering, at any time after a declaration of acceleration of maturity with respect to debt securities of any series has been made and before a judgment or decree for payment written request of the money due has been obtained by the trustee, the holders of a majority in principal amount of the outstanding debt securities of that series by written notice to us and the trustee, may rescind and annul the declaration and its consequences if: · we have paid or deposited with the trustee a sum sufficient to pay: o all overdue interest on all outstanding debt securities of that series and any related coupons, o all unpaid principal of and premium, if any, on any of the debt securities which has become due otherwise than by the declaration of acceleration, and interest on the unpaid principal at the rate or rates prescribed in the debt securities, o to the extent lawful, interest on overdue interest at the rate or rates prescribed in the debt securities, and o all sums paid or advanced by the trustee and the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel; and · all events of default with respect to debt securities of that series, other than the non-payment of amounts of principal, interest or any premium on the debt securities which have become due solely by the declaration of acceleration, have been cured or waived. No rescission will affect any subsequent default or impair any right consequent thereon. Waiver of Defaults Unless otherwise described in the prospectus supplement relating to a particular offering, the holders Holders of not less than a majority in principal amount of the outstanding debt securities of any series mayOutstanding Bonds, on behalf of the holders of all the debt securities of the series and any related couponsshall, waive any past default under the applicable indenture with respect by a notice in writing to the series and its consequencesCorporation, except a default: · in the payment of declare the principal of and interest on all of the Outstanding Bonds to be due and payable. At the expiration of thirty (30) days after such notice is given, such principal and interest shall become and be immediately due and payable, anything herein or premiumin any Supplemental Indenture or in the Bonds to the contrary notwithstanding. At any time after the principal of the Bonds shall have been so declared to be due and payable, if anyand before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, or interest on any debt security before the completion of the series or enforcement of any related couponother remedy hereunder, or · in respect of a covenant or provision that cannot be modified or amended without the Trustee shall, with the written consent of the holder of each outstanding debt security of the series affected thereby. If an event of default with respect to debt securities of a particular series occurs and is continuing, the trustee will not be obligated to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the holders of debt securities of the series, unless the holders have offered to the trustee reasonable indemnity and security against the costs, expenses and liabilities that might be incurred by it in compliance with the request. The holders of a majority in principal amount of the outstanding debt securities of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the applicable indenture, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. The trustee may refuse to follow directions in conflict with law or the indenture that may expose the trustee to personal liability or may be unduly prejudicial to the other, non-directing holders. Additionally, the trustee may take any other action the trustee deems proper which is not inconsistent with the direction. Modification of Indenture We and the trustee may, without the consent of any holders of debt securities, enter into supplemental indentures for various purposes, including: · to evidence the succession of another entity to us and the assumption by the successor of our covenants and obligations under the debt securities and the indenture; · establishing the form or terms of any series of debt securities issued under the supplemental indentures; · adding to our covenants for the benefit of the holders or to surrender any of our rights or powers under the indenture; · adding additional events of default for the benefit of the holders; · to change or eliminate any provisions of the indenture provided that the change or elimination becomes effective only when there is no debt security outstanding entitled to the benefit of any changed or eliminated provision; · to secure the debt securities; · to cure any ambiguities or correct defective or inconsistent provisions of the indenture, provided that holders of debt securities are not materially affected by the change; · to evidence and provide for acceptance of a successor trustee; and · to comply with the requirements of the Trust Indenture Act. We and the trustee may, with the consent of the holders Holders of not less than a majority in principal amount of the outstanding debt securities Bonds not then due by their terms and then Outstanding and by written notice to the Corporation, annul such declaration and its consequences if: (i) moneys shall have accumulated in the Debt Service Fund sufficient to pay all arrears of interest, if any, upon all affected series acting as one class, execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions Outstanding Bonds (except the interest accrued on such Bonds since the last interest payment date); (ii) moneys shall have accumulated and be available sufficient to pay the charges, compensation, expenses, disbursements, advances and liabilities of the indenture Trustee and any Paying Agent; (iii) all other amounts then payable by the Corporation hereunder and under each Supplemental Indenture (other than principal amounts payable only because of a declaration and acceleration under this Section 11.02) shall have been paid or modifying a sum sufficient to pay the rights same shall have been deposited with the Trustee; and (iv) every other default known to the Trustee in the observance or performance of any covenant, condition or agreement contained herein or in any Supplemental Indenture or in the holders of Bonds (other than a default in the debt securities of the series. Without the consent of the holders of all the outstanding debt securities affected thereby, no supplemental indenture may: · change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security; · reduce the principal amount of, the rate of interest on or any premium payable upon the redemption of, or change the manner of calculating the rate of interest on, any debt security; · reduce the amount payment of the principal of any original issue discount security that would be such Bonds then due and payable upon acceleration only because of a declaration under this Section 11.02) shall have been remedied to the satisfaction of the maturity of the debt security; · change the place of payment where, Trustee. No such annulment shall extend to or the currency in which, principal affect any subsequent default or interest on impair any debt security is payable; -11- · impair the right to institute suit for enforcement of payments; · reduce the percentage in principal amount of the outstanding debt securities of any series, the holders of which must consent to a supplemental indenture or any waiver of compliance with various provisions of, or defaults and covenants under, the indenture; or · modify any of the provisions described in this sectionconsequent thereon.

Acceleration of Maturity. Unless otherwise (a) If any one or more of the above described in the prospectus supplement relating to a particular offering, if an event Events of default has occurred and is continuing Default shall occur with respect to debt securities Securities of a particular any series (exceptat the time Outstanding, then, and in each and every such case, during the case continuance of subordinated debt securities, defaults relating to bankruptcy events)such Event of Default, the trustee Trustee or the holders Holders of not less than 25% or more in principal amount of outstanding debt securities the Securities of that such series then Outstanding may declare the principal amount of outstanding debt securities all the Securities of that such series then Outstanding, if not then due and payable, to be due and payable immediately. Unless otherwise described , by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration the principal amount and the accrued interest (including any Additional Interest) on the Securities of such series shall become and be immediately due and payable, anything in this Indenture or in the prospectus supplement relating Securities of such series contained to a particular offeringthe contrary notwithstanding, at any time after a declaration provided that if, upon an Event of acceleration of maturity with respect to debt securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the trusteeDefault, the holders Trustee or the Holders of a majority 25% or more in principal amount of the outstanding debt securities Securities of that series then Outstanding fail to declare the principal amount of all the Securities of such series then Outstanding to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the corresponding series of Trust Preferred Securities then Outstanding shall have such right by written a notice in writing to us the Company and the trustee, may rescind Trustee; and annul upon any such declaration such principal amount of and the declaration and its consequences if: · we have paid or deposited with the trustee a sum sufficient to pay: o all overdue accrued interest (including any Additional Interest) on all outstanding debt securities the Securities of such series then Outstanding shall become immediately due and payable. Payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIV notwithstanding that series such amount shall become immediately due and payable as herein provided. This provision, however, is subject to the condition that, if at any related coupons, o all unpaid time after the principal of all the Securities of such series shall have been so declared to be due and premiumpayable, all arrears of interest, if any, on any upon all the Securities of the debt securities which has become due otherwise than by the declaration of accelerationsuch series (with interest, and interest on the unpaid principal at the rate or rates prescribed in the debt securities, o to the extent lawfulthat interest thereon shall be legally enforceable, interest on any overdue installment of interest at the rate or rates prescribed in the debt securities, and o all sums paid or advanced borne by the trustee Securities of such series) and all amounts owing the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel; and · all events of default with respect to debt securities of that series, other than the non-payment of amounts of principal, interest or any premium on the debt securities which have become due solely by the declaration of acceleration, have been cured or waived. No rescission will affect any subsequent default or impair any right consequent thereon. Waiver of Defaults Unless otherwise described in the prospectus supplement relating to a particular offering, the holders of not less than a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of the series Trustee and any related coupons, waive any past default predecessor trustee hereunder under the applicable indenture with respect to the series and its consequences, except a default: · in the payment of the principal of or premium, if any, or interest on any debt security of the series or any related coupon, or · in respect of a covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding debt security of the series affected thereby. If an event of default with respect to debt securities of a particular series occurs and is continuing, the trustee will not be obligated to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the holders of debt securities of the series, unless the holders have offered to the trustee reasonable indemnity and security against the costs, expenses and liabilities that might be incurred by it in compliance with the request. The holders of a majority in principal amount of the outstanding debt securities of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the applicable indenture, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. The trustee may refuse to follow directions in conflict with law or the indenture that may expose the trustee to personal liability or may be unduly prejudicial to the other, non-directing holders. Additionally, the trustee may take any other action the trustee deems proper which is not inconsistent with the direction. Modification of Indenture We and the trustee may, without the consent of any holders of debt securities, enter into supplemental indentures for various purposes, including: · to evidence the succession of another entity to us and the assumption by the successor of our covenants and obligations under the debt securities and the indenture; · establishing the form or terms of any series of debt securities issued under the supplemental indentures; · adding to our covenants for the benefit of the holders or to surrender any of our rights or powers under the indenture; · adding additional events of default for the benefit of the holders; · to change or eliminate any provisions of the indenture provided that the change or elimination becomes effective only when there is no debt security outstanding entitled to the benefit of any changed or eliminated provision; · to secure the debt securities; · to cure any ambiguities or correct defective or inconsistent provisions of the indenture, provided that holders of debt securities are not materially affected by the change; · to evidence and provide for acceptance of a successor trustee; and · to comply with the requirements of the Trust Indenture Act. We and the trustee may, with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of all affected series acting as one class, execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying the rights of the holders of the debt securities of the series. Without the consent of the holders of all the outstanding debt securities affected thereby, no supplemental indenture may: · change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security; · reduce the principal amount of, the rate of interest on or any premium payable upon the redemption of, or change the manner of calculating the rate of interest on, any debt security; · reduce the amount of the principal of any original issue discount security that would be due and payable upon acceleration of the maturity of the debt security; · change the place of payment where, or the currency in which, principal or interest on any debt security is payable; -11- · impair the right to institute suit for enforcement of payments; · reduce the percentage in principal amount of the outstanding debt securities of any series, the holders of which must consent to a supplemental indenture or any waiver of compliance with various provisions of, or defaults and covenants under, the indenture; or · modify any of the provisions described in this section.Section

Acceleration of Maturity. Unless otherwise If any one or more of the above-described in the prospectus supplement relating to a particular offering, if an event Events of default has occurred and is continuing Default shall happen with respect to debt securities Securities of a particular any series (exceptat the time outstanding, then, and in each and every such case, during the case continuance of subordinated debt securities, defaults relating to bankruptcy events)any such Event of Default, the trustee Trustee or the holders Holders of not less than 25% or more in principal amount of the Securities of such series then outstanding debt securities of that series may declare the principal amount of outstanding debt securities (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Securities of such series then outstanding, if not then due and payable, to be due and payable immediately. Unless otherwise described , by a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such declaration the same shall become and be immediately due and payable, anything in this Indenture or in the prospectus supplement relating Securities of such series contained to a particular offeringthe contrary notwithstanding. This provision, however, is subject to the condition that, if at any time after a declaration the principal of acceleration all the Securities of maturity such series shall have been so declared to be due and payable, all arrears of interest, if any, upon all the Securities of such series (with respect interest, to debt securities the extent that interest thereon shall be legally enforceable, on any overdue installment of interest at the rate borne by the Securities of such series) and all amounts owing the Trustee and any predecessor trustee hereunder under Section 10.01(a) and all other sums payable under this Indenture (except the principal of the Securities of such series has been made which would not be due and before a judgment or decree payable were it not for such declaration), shall be paid by the Company, and every other Default under this Indenture, other than the non-payment of the money principal of Securities of that series which have become due has solely by such declaration of acceleration, shall have been obtained by made good to the trustee, reasonable satisfaction of the holders Trustee or of the Holders of a majority in principal amount of the outstanding debt securities Securities of that such series by written notice to us and the trusteethen outstanding, may rescind and annul the declaration and its consequences if: · we have paid or deposited with the trustee a sum sufficient to pay: o all overdue interest on all outstanding debt securities of that series and any related coupons, o all unpaid principal of and premium, if any, on any of the debt securities which has become due otherwise than provision deemed by the declaration of acceleration, and interest on the unpaid principal at the rate Trustee or rates prescribed in the debt securities, o by such Holders to the extent lawful, interest on overdue interest at the rate or rates prescribed in the debt securities, and o all sums paid or advanced by the trustee and the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel; and · all events of default with respect to debt securities of that series, other than the non-payment of amounts of principal, interest or any premium on the debt securities which have become due solely by the declaration of acceleration, be adequate therefor shall have been cured or waived. No rescission will affect any subsequent default or impair any right consequent thereon. Waiver of Defaults Unless otherwise described made, then and in every such case the prospectus supplement relating to a particular offering, the holders of not less than a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of the series and any related coupons, waive any past default under the applicable indenture with respect to the series and its consequences, except a default: · in the payment of the principal of or premium, if any, or interest on any debt security of the series or any related coupon, or · in respect of a covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding debt security of the series affected thereby. If an event of default with respect to debt securities of a particular series occurs and is continuing, the trustee will not be obligated to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the holders of debt securities of the series, unless the holders have offered to the trustee reasonable indemnity and security against the costs, expenses and liabilities that might be incurred by it in compliance with the request. The holders Holders of a majority in principal amount of the Securities of such series then outstanding debt securities of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the applicable indenture, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. The trustee may refuse to follow directions in conflict with law or the indenture that may expose the trustee to personal liability or may be unduly prejudicial to the other, non-directing holders. Additionally, the trustee may take any other action the trustee deems proper which is not inconsistent with the direction. Modification of Indenture We and the trustee may, without the consent of any holders of debt securities, enter into supplemental indentures for various purposes, including: · to evidence the succession of another entity to us and the assumption by the successor of our covenants and obligations under the debt securities and the indenture; · establishing the form or terms of any series of debt securities issued under the supplemental indentures; · adding to our covenants for the benefit on behalf of the holders or to surrender any of our rights or powers under the indenture; · adding additional events of default for the benefit of the holders; · to change or eliminate any provisions of the indenture provided that the change or elimination becomes effective only when there is no debt security outstanding entitled to the benefit of any changed or eliminated provision; · to secure the debt securities; · to cure any ambiguities or correct defective or inconsistent provisions of the indenture, provided that holders of debt securities are not materially affected by the change; · to evidence and provide for acceptance of a successor trustee; and · to comply with the requirements of the Trust Indenture Act. We and the trustee may, with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of all affected series acting as one class, execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying the rights of the holders of the debt securities of the series. Without the consent of the holders Holders of all the outstanding debt securities affected therebySecurities of such series, no supplemental indenture may: · change waive the stated maturity Event of the principal of, or any installment Default by reason of principal of or interest on, any debt security; · reduce the principal amount of, the rate of interest on or any premium payable upon the redemption of, or change the manner of calculating the rate of interest on, any debt security; · reduce the amount of which the principal of any original issue discount security that would the Securities of such series shall have been so declared to be due and payable upon acceleration of and may rescind and annul such declaration and its consequences; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. Any declaration by the maturity of Trustee pursuant to this Section 6.02 shall be by written notice to the debt security; · change the place of payment whereCompany, and any declaration or the currency in which, principal or interest on any debt security is payable; -11- · impair the right to institute suit for enforcement of payments; · reduce the percentage in principal amount of the outstanding debt securities of any series, the holders of which must consent to a supplemental indenture or any waiver of compliance with various provisions of, or defaults and covenants under, the indenture; or · modify any of the provisions described in this section.by the

Acceleration of Maturity. Unless otherwise described in the prospectus supplement relating to a particular offeringIf an Event of Default occurs, if an event of default has occurred and is continuing with respect to debt securities of a particular series (except, in the case of subordinated debt securities, defaults relating to bankruptcy events), the trustee or the holders of not less than 25% in principal amount of outstanding debt securities of that series may declare the principal amount of outstanding debt securities all the Notes and premium, if any, together with accrued and unpaid interest, if any, thereon, shall automatically, and without any declaration or other action on the part of that series the Trustee or any Holder, become immediately due and payable immediatelypayable. Unless otherwise described A default in the prospectus supplement relating payment of principal of or interest on the Notes or in the Company’s non-performance of any other obligation under the Notes of the Indenture will not constitute an Event of Default under the Indenture and will not give rise to a particular offering, at any right of acceleration. At any time after a declaration of such an acceleration of maturity with respect to debt securities of any series the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the trusteeTrustee as provided in Article VI of the Base Indenture, the holders Holders of a majority in principal amount of the outstanding debt securities of that series Notes then Outstanding, by written notice to us the Company and the trusteeTrustee, may rescind and annul the declaration such acceleration and its consequences if: · we have if (1) the Company has paid or deposited with the trustee Trustee a sum sufficient to pay: o pay (A) all overdue interest on all outstanding debt securities of that series and any related couponsNotes, o all unpaid (B) the principal of and premium, or premium (if any, ) on any of the debt securities Notes which has have become due otherwise than by the declaration of accelerationsuch acceleration and interest thereon, and interest on the unpaid principal at the rate or rates prescribed in the debt securities, o to the extent lawful, interest on overdue interest at the rate or rates prescribed in the debt securities, and o (C) all sums paid or advanced by the trustee and Trustee under the reasonable Indenture, together with any compensation, expenses, disbursements and advances due to the Trustee under the Indenture; (2) all Events of the trustee, its agents and counsel; and · all events of default Default with respect to debt securities of that series, other than the non-payment of amounts of principal, interest or any premium on the debt securities which have become due solely by the declaration of acceleration, Notes have been cured or waivedwaived as provided in Section 6.06 of the Base Indenture; and (3) the rescission would not conflict with any final judgment or decree of a court of competent jurisdiction. No such rescission will shall affect any subsequent default or impair any right consequent thereon. Waiver of Defaults Unless otherwise described in the prospectus supplement relating to a particular offering, the holders of not less than a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of the series and any related coupons, waive any past default under the applicable indenture with respect to the series and its consequences, except a default: · in the payment of the principal of or premium, if any, or interest on any debt security of the series or any related coupon, or · in respect of a covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding debt security of the series affected thereby. If an event of default with respect to debt securities of a particular series occurs and is continuing, the trustee will not be obligated to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the holders of debt securities of the series, unless the holders have offered to the trustee reasonable indemnity and security against the costs, expenses and liabilities that might be incurred by it in compliance with the request. The holders of a majority in principal amount of the outstanding debt securities of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the applicable indenture, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. The trustee may refuse to follow directions in conflict with law or the indenture that may expose the trustee to personal liability or may be unduly prejudicial to the other, non-directing holders. Additionally, the trustee may take any other action the trustee deems proper which is not inconsistent with the direction. Modification of Indenture We and the trustee may, without the consent of any holders of debt securities, enter into supplemental indentures for various purposes, including: · to evidence the succession of another entity to us and the assumption by the successor of our covenants and obligations under the debt securities and the indenture; · establishing the form or terms of any series of debt securities issued under the supplemental indentures; · adding to our covenants for the benefit of the holders or to surrender any of our rights or powers under the indenture; · adding additional events of default for the benefit of the holders; · to change or eliminate any provisions of the indenture provided that the change or elimination becomes effective only when there is no debt security outstanding entitled to the benefit of any changed or eliminated provision; · to secure the debt securities; · to cure any ambiguities or correct defective or inconsistent provisions of the indenture, provided that holders of debt securities are not materially affected by the change; · to evidence and provide for acceptance of a successor trustee; and · to comply with the requirements of the Trust Indenture Act. We and the trustee may, with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of all affected series acting as one class, execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying the rights of the holders of the debt securities of the series. Without the consent of the holders of all the outstanding debt securities affected thereby, no supplemental indenture may: · change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security; · reduce the principal amount of, the rate of interest on or any premium payable upon the redemption of, or change the manner of calculating the rate of interest on, any debt security; · reduce the amount of the principal of any original issue discount security that would be due and payable upon acceleration of the maturity of the debt security; · change the place of payment where, or the currency in which, principal or interest on any debt security is payable; -11- · impair the right to institute suit for enforcement of payments; · reduce the percentage in principal amount of the outstanding debt securities of any series, the holders of which must consent to a supplemental indenture or any waiver of compliance with various provisions of, or defaults and covenants under, the indenture; or · modify any of the provisions described in this section.

Acceleration of Maturity. Unless otherwise described in Rescission and ---------------------------------------------- Annulment. (a) If an Event of Default occurs and is continuing, not having been --------- remedied within the prospectus supplement relating applicable time period to a particular offeringaddress such Event of Default, if an event any, set forth in Section 5.1(f) hereof, the Trustee shall promptly notify the Noteholders that all unpaid principal of default has occurred all of the Notes, together with all accrued and unpaid interest thereon, and other amounts payable hereunder shall become, and shall be deemed to have become, immediately due and payable without any declaration or notice or any other action, unless such automatic acceleration is continuing with respect to debt securities rescinded by a Majority of a particular series the Controlling Class within sixty (except, 60) days of the occurrence of such Event of Default (except in the case of subordinated debt securities, defaults relating to bankruptcy eventsan Event of Default specified in Section 5.01(g) or (h), the trustee or the holders of not less than 25% in principal amount of outstanding debt securities of that series which case no rescission may declare the principal amount of outstanding debt securities of that series due and payable immediatelybe made). Unless otherwise described in the prospectus supplement relating to a particular offering, at any time after a declaration of acceleration of maturity with respect to debt securities of any series has been made and before a judgment or decree for payment A Majority of the money due has been obtained by the trusteeControlling Class may, the holders of a majority in principal amount of the outstanding debt securities of that series by written notice to us the Trustee, rescind an Event of Default and the trustee, may rescind and annul the declaration acceleration and its consequences if: · we have paid or deposited with consequences. Unless the trustee automatic acceleration has been rescinded by a sum sufficient to pay: o all overdue interest on all outstanding debt securities Majority of that series and any related couponsthe Controlling Class within sixty (60) days of the occurrence of such Event of Default, o all unpaid principal of and premium, if any, on any all of the debt securities which has become due otherwise than by the declaration of accelerationNotes, together with all accrued and unpaid interest thereon, and interest on other amounts payable hereunder shall automatically become, and shall be deemed to have become, immediately due and payable. Any decision by a Majority of the Controlling Class to rescind an automatic acceleration shall not prevent a Majority of the Controlling Class from causing, at a later date, an acceleration of all unpaid principal at of all of the rate or rates prescribed in the debt securitiesNotes, o to the extent lawful, together with all accrued and unpaid interest on overdue interest at the rate or rates prescribed in the debt securitiesthereon, and o all sums paid or advanced by other amounts payable hereunder if the trustee and the reasonable compensationrelevant Event of Default is continuing; provided, expenseshowever, disbursements and advances that no decision to cause an -------- ------- acceleration following a rescission of the trustee, its agents and counsel; and · all events of default with respect to debt securities of that series, other than the non-payment of amounts of principal, interest or any premium on the debt securities which have become due solely by the declaration of acceleration, have been cured or waived. No rescission will affect any subsequent default or impair any right consequent thereon. Waiver of Defaults Unless otherwise described in the prospectus supplement relating to a particular offering, the holders of not less than a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of the series and any related coupons, waive any past default under the applicable indenture with respect to the series and its consequences, except a default: · in the payment of the principal of or premium, if any, or interest on any debt security of the series or any related coupon, or · in respect of a covenant or provision that cannot an automatic acceleration may be modified or amended made without the consent of the holder Liquidity Facility Provider. No such rescission of each outstanding debt security an Event of the series affected thereby. If an event of default with respect to debt securities of a particular series occurs and is continuing, the trustee will not be obligated to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the holders of debt securities of the series, unless the holders have offered to the trustee reasonable indemnity and security against the costs, expenses and liabilities that might be incurred by it in compliance with the request. The holders of a majority in principal amount of the outstanding debt securities of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the applicable indenture, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. The trustee may refuse to follow directions in conflict with law or the indenture that may expose the trustee to personal liability or may be unduly prejudicial to the other, non-directing holders. Additionally, the trustee may take any other action the trustee deems proper which is not inconsistent with the direction. Modification of Indenture We and the trustee may, without the consent of any holders of debt securities, enter into supplemental indentures for various purposes, including: · to evidence the succession of another entity to us and the assumption by the successor of our covenants and obligations under the debt securities and the indenture; · establishing the form or terms of any series of debt securities issued under the supplemental indentures; · adding to our covenants for the benefit of the holders or to surrender any of our rights or powers under the indenture; · adding additional events of default for the benefit of the holders; · to change or eliminate any provisions of the indenture provided that the change or elimination becomes effective only when there is no debt security outstanding entitled to the benefit of any changed or eliminated provision; · to secure the debt securities; · to cure any ambiguities or correct defective or inconsistent provisions of the indenture, provided that holders of debt securities are not materially affected by the change; · to evidence and provide for acceptance of a successor trustee; and · to comply with the requirements of the Trust Indenture Act. We and the trustee may, with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of all affected series acting as one class, execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying Default shall affect the rights of the holders Noteholders with respect to any subsequent Event of Default which may occur under the debt securities of the series. Without the consent of the holders of all the outstanding debt securities affected thereby, no supplemental indenture may: · change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security; · reduce the principal amount of, the rate of interest on or any premium payable upon the redemption of, or change the manner of calculating the rate of interest on, any debt security; · reduce the amount of the principal of any original issue discount security that would be due and payable upon acceleration of the maturity of the debt security; · change the place of payment where, or the currency in which, principal or interest on any debt security is payable; -11- · impair the right to institute suit for enforcement of payments; · reduce the percentage in principal amount of the outstanding debt securities of any series, the holders of which must consent to a supplemental indenture or any waiver of compliance with various provisions of, or defaults and covenants under, the indenture; or · modify any of the provisions described in this sectionIndenture.

Acceleration of Maturity. Unless otherwise described in the prospectus supplement relating to a particular offering, if Rescission and ---------------------------------------- Annulment. If an event Event of default has occurred and is continuing Default with respect to debt securities the Securities of a particular any series (except---------- of any Issuer at the time Outstanding occurs and is continuing, then and in every such case the case of subordinated debt securities, defaults relating to bankruptcy events), the trustee Trustee or the holders Holders of not less than 25% in aggregate principal amount of outstanding debt securities the Outstanding Securities of that such series may of such Issuer may, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series of such Issuer shall, declare the principal amount of outstanding debt securities all the Securities of that series of such Issuer (or, if the Securities of such series are Discounted Securities, such portion of the principal amount as may be specified in the terms of that series), together with any accrued interest, to be due and payable immediately, by a notice in writing to such Issuer and the Guarantor (and to the Trustee if given by the Holders) and, upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. Unless otherwise described If an Event of Default specified in Section 5.01(e) or (f) occurs and is continuing, then the prospectus supplement relating to a particular offeringprincipal of all the Securities of that series of the applicable Issuer, at together with any accrued interest, shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. At any time after a such declaration of acceleration of maturity with respect to debt securities Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the trusteeTrustee as hereinafter in this Article provided, the holders Holders of a majority in principal amount of the outstanding debt securities Outstanding Securities of that series such series, by written notice to us the applicable Issuer, the Guarantor and the trusteeTrustee, may rescind and annul the such declaration and its consequences if: · we have paid or deposited with the trustee a sum sufficient to pay: o all overdue interest on all outstanding debt securities of that series and any related coupons, o all unpaid principal of and premium, if any, on any of the debt securities which has become due otherwise than by the declaration of acceleration, and interest on the unpaid principal at the rate or rates prescribed in the debt securities, o to the extent lawful, interest on overdue interest at the rate or rates prescribed in the debt securities, and o all sums paid or advanced by the trustee and the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel; and · all events of default with respect to debt securities of that series, other than the non-payment of amounts of principal, interest or any premium on the debt securities which have become due solely by the declaration of acceleration, have been cured or waived. No rescission will affect any subsequent default or impair any right consequent thereon. Waiver of Defaults Unless otherwise described in the prospectus supplement relating to a particular offering, the holders of not less than a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of the series and any related coupons, waive any past default under the applicable indenture with respect to the series and its consequences, except a default: · in the payment of the principal of or premium, if any, or interest on any debt security of the series or any related coupon, or · in respect of a covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding debt security of the series affected thereby. If an event of default with respect to debt securities of a particular series occurs and is continuing, the trustee will not be obligated to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the holders of debt securities of the series, unless the holders have offered to the trustee reasonable indemnity and security against the costs, expenses and liabilities that might be incurred by it in compliance with the request. The holders of a majority in principal amount of the outstanding debt securities of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the applicable indenture, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. The trustee may refuse to follow directions in conflict with law or the indenture that may expose the trustee to personal liability or may be unduly prejudicial to the other, non-directing holders. Additionally, the trustee may take any other action the trustee deems proper which is not inconsistent with the direction. Modification of Indenture We and the trustee may, without the consent of any holders of debt securities, enter into supplemental indentures for various purposes, including: · to evidence the succession of another entity to us and the assumption by the successor of our covenants and obligations under the debt securities and the indenture; · establishing the form or terms of any series of debt securities issued under the supplemental indentures; · adding to our covenants for the benefit of the holders or to surrender any of our rights or powers under the indenture; · adding additional events of default for the benefit of the holders; · to change or eliminate any provisions of the indenture provided that the change or elimination becomes effective only when there is no debt security outstanding entitled to the benefit of any changed or eliminated provision; · to secure the debt securities; · to cure any ambiguities or correct defective or inconsistent provisions of the indenture, provided that holders of debt securities are not materially affected by the change; · to evidence and provide for acceptance of a successor trustee; and · to comply with the requirements of the Trust Indenture Act. We and the trustee may, with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of all affected series acting as one class, execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying the rights of the holders of the debt securities of the series. Without the consent of the holders of all the outstanding debt securities affected thereby, no supplemental indenture may: · change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security; · reduce the principal amount of, the rate of interest on or any premium payable upon the redemption of, or change the manner of calculating the rate of interest on, any debt security; · reduce the amount of the principal of any original issue discount security that would be due and payable upon acceleration of the maturity of the debt security; · change the place of payment where, or the currency in which, principal or interest on any debt security is payable; -11- · impair the right to institute suit for enforcement of payments; · reduce the percentage in principal amount of the outstanding debt securities of any series, the holders of which must consent to a supplemental indenture or any waiver of compliance with various provisions of, or defaults and covenants under, the indenture; or · modify any of the provisions described in this section.:

Acceleration of Maturity. Unless otherwise In the case of an Event of Default described under clause (8) or (9) of Section 6.01 hereof with respect to the Company, 100% of the principal amount of all outstanding Notes plus any accrued and unpaid interest to the date of payment shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee, or the Holders of at least 25% in aggregate principal amount of the prospectus supplement relating then outstanding Notes by written notice to a particular offeringthe Company and the Trustee, if an may declare 100% of the principal amount of all outstanding Notes plus any accrued and unpaid interest to the date of payment to be due and payable immediately. In the event of default a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing with respect to debt securities as a result of a particular series the acceleration of any Indebtedness described in clause (except, in the case 5) of subordinated debt securities, defaults relating to bankruptcy events)Section 6.01 hereof, the trustee or the holders of not less than 25% in principal amount of outstanding debt securities of that series may declare the principal amount of outstanding debt securities of that series due and payable immediately. Unless otherwise described in the prospectus supplement relating to a particular offering, at any time after a declaration of acceleration of maturity with respect to debt securities the Notes shall be automatically annulled if (x) the holders of any series Indebtedness described in such clause (5) have rescinded or waived the declaration of acceleration in respect of such Indebtedness within 60 days of the date of such declaration, (y) the default that is the basis for such Event of Default has been made cured or (z) the Indebtedness or Guarantee that is the basis for such Event of Default has been discharged and before a if (a) the annulment of the acceleration of Notes would not conflict with any judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal amount of the outstanding debt securities of that series by written notice to us and the trustee, may rescind and annul the declaration and its consequences if: · we have paid or deposited with the trustee a sum sufficient to pay: o all overdue interest on all outstanding debt securities of that series and any related coupons, o all unpaid principal of and premium, if any, on any of the debt securities which has become due otherwise than by the declaration of acceleration, and interest on the unpaid principal at the rate or rates prescribed in the debt securities, o to the extent lawful, interest on overdue interest at the rate or rates prescribed in the debt securities, and o all sums paid or advanced by the trustee and the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel; and · all events of default with respect to debt securities of Notes that series, other than the non-payment of amounts of principal, interest or any premium on the debt securities which have become due solely by because of the declaration acceleration of accelerationthe Notes, have been cured or waived. No rescission will affect any subsequent default or impair any right consequent thereon. Waiver of Defaults Unless otherwise described in the prospectus supplement relating to a particular offering, the holders of not less than a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of the series and any related coupons, waive any past default under the applicable indenture with respect to the series and its consequences, except a default: · in the payment of the principal of or premium, if any, or interest on any debt security of the series or any related coupon, or · in respect of a covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding debt security of the series affected thereby. If an event of default with respect to debt securities of a particular series occurs and is continuing, the trustee will not be obligated to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the holders of debt securities of the series, unless the holders have offered to the trustee reasonable indemnity and security against the costs, expenses and liabilities that might be incurred by it in compliance with the request. The holders of a majority in principal amount of the outstanding debt securities of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the applicable indenture, or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. The trustee may refuse to follow directions in conflict with law or the indenture that may expose the trustee to personal liability or may be unduly prejudicial to the other, non-directing holders. Additionally, the trustee may take any other action the trustee deems proper which is not inconsistent with the direction. Modification of Indenture We and the trustee may, without the consent of any holders of debt securities, enter into supplemental indentures for various purposes, including: · to evidence the succession of another entity to us and the assumption by the successor of our covenants and obligations under the debt securities and the indenture; · establishing the form or terms of any series of debt securities issued under the supplemental indentures; · adding to our covenants for the benefit of the holders or to surrender any of our rights or powers under the indenture; · adding additional events of default for the benefit of the holders; · to change or eliminate any provisions of the indenture provided that the change or elimination becomes effective only when there is no debt security outstanding entitled to the benefit of any changed or eliminated provision; · to secure the debt securities; · to cure any ambiguities or correct defective or inconsistent provisions of the indenture, provided that holders of debt securities are not materially affected by the change; · to evidence and provide for acceptance of a successor trustee; and · to comply with the requirements of the Trust Indenture Act. We and the trustee may, with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of all affected series acting as one class, execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or modifying the rights of the holders of the debt securities of the series. Without the consent of the holders of all the outstanding debt securities affected thereby, no supplemental indenture may: · change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security; · reduce the principal amount of, the rate of interest on or any premium payable upon the redemption of, or change the manner of calculating the rate of interest on, any debt security; · reduce the amount of the principal of any original issue discount security that would be due and payable upon acceleration of the maturity of the debt security; · change the place of payment where, or the currency in which, principal or interest on any debt security is payable; -11- · impair the right to institute suit for enforcement of payments; · reduce the percentage in principal amount of the outstanding debt securities of any series, the holders of which must consent to a supplemental indenture or any waiver of compliance with various provisions of, or defaults and covenants under, the indenture; or · modify any of the provisions described in this section.